Resolution of the General Intendancy of Entity Supervision

No. 036-2024-SMV/10.2

Lima, 12 April 2024

The General Intendant of Entity Supervision

WHEREAS:

File No. 2024007706 initiated by Grupo Coril Sociedad Titulizadora S.A., as well as Report No. 461-2024-SMV/10.2 dated 12 April 2024 from the General Intendancy of Entity Supervision of the Deputy Superintendency of Prudential Supervision;

CONSIDERING:

That, by Resolution of the General Intendancy of Entity Supervision No. 100-2018-SMV/10.2 dated 29 August 2018, the advance procedure was approved and the program of participation certificates named “First Program for the Issuance of Participation Certificates FIBRA PRIME” was registered up to a maximum issuance amount of US$ 500 000 000.00 (five hundred million and 00/100 United States Dollars), as well as the corresponding framework prospectus and the “Trust Estate – D. Leg. No. 861, Title XI – Securitization Trust for Investment in Real Estate Income – FIBRA – PRIME” (hereinafter, FIBRA PRIME), in the Public Registry of the Securities Market;

That, on 22 February 2024, Grupo Coril Sociedad Titulizadora S.A. (hereinafter, GRUPO CORIL ST) submitted to the General Intendancy of Entity Supervision (hereinafter, IGSE) a request for change of trustee of FIBRA PRIME in the Public Registry of the Securities Market - RPMV, in accordance with the Minutes of the Extraordinary Non-Presential General Assembly of the first issuance program of Participation Certificates Fibra Prime, held on 19 February 2024;

That, on 11 April 2024, GRUPO CORIL ST submitted to the IGSE as complementary information to the request for change of trustee of FIBRA PRIME in the RPMV, the Minutes of the Extraordinary Non-Presential General Assembly of the first issuance program of Participation Certificates Fibra Prime, held on 19 February 2024, with the identification of the participating trustors therein;

That, article 317 of the Single Ordered Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF and its amendments (hereinafter, TUO DE LA LMV) provides that the resignation of the securitization company only proceeds with the approval of the trustor and the settlor1, sanctioning with nullity any agreement to the contrary. Likewise, in accordance with article 315 of the same norm2, the acceptance of the resignation of the securitization company must be made by trustors representing at least the absolute majority of the rights conferred by the issued securities;

That, in turn, articles 49 and 53 of the Regulation of the Asset Securitization Processes and its amendments approved by Conasev Resolution No. 001-97-EF/94.10 state the following:

“Article 49.- Obligations derived from registration. Without prejudice to the obligation to report material facts referred to in Article 28 of the Law, the registration of the program generates the obligation to keep the documentation and information presented at the time of the same updated.

The referred registration also generates the obligation to present the information referred to in Article 53, as applicable.”

“Article 53.- Information related to securitization trusts. Without prejudice to the obligation to report material facts referred to in Article 28 of the Law, the registration of a security backed by a trust estate in the Registry generates the obligation to present to it the following information:

(…)

f) Modifications related to the participants, contracts or relevant elements of the securitization structure used, within two (2) days following its occurrence; (…)”

That, in accordance with the previous articles, the information referred to modifications related to the participants of the securitization trust must be presented to the RPMV, in this case, information referred to the

[1] Article 317.- Resignation.- The resignation of the securitization company shall only proceed with the approval of the trustor and the settlor. In all cases, the resignation shall take effect from the transfer of the trust estate to the new trustee. Any agreement contrary to the provisions of this article is null.

[2] Article 315.- Nullity of Stipulation Contrary to the Holding of Trustors' Meetings.- “(…) Agreements related to the removal and acceptance of the resignation of the securitization company, when applicable, to the designation of representatives and attorneys, as well as those related to modifications of the trust clauses must be adopted by trustors representing at least the absolute majority of the rights conferred by the issued securities. (…)”

resignation of the trustee, complying with the requirements set forth in articles 315 and 317 of the TUO LMV;

That, from the evaluation of the documentation presented, it has been verified that Grupo Coril Sociedad Titulizadora S.A. has complied with presenting the minutes of the trustors' meeting of the First issuance program of participation certificates of FIBRA PRIME, by which the resignation of BBVA ST to the position of trustee of FIBRA PRIME and the designation of GRUPO CORIL ST as new trustee are approved, by an agreement adopted by trustors representing the absolute majority of the rights conferred by the issued securities, in accordance with the provisions of articles 315 and 317 of the TUO de la LMV; and,

In accordance with the provisions of articles 315 and 317 of the Single Ordered Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF and its amendments; and, article 38, numeral 8, of the Regulation of Organization and Functions of the Superintendency of the Securities Market, approved by Supreme Decree No. 216-2011-EF.

RESOLVES:

Article 1.- To order the change of trustee of the “Trust Estate – D. Leg. No. 861, Title XI – Securitization Trust for Investment in Real Estate – FIBRA – PRIME”, from BBVA Sociedad Titulizadora S.A. to Grupo Coril Sociedad Titulizadora S.A., in the Public Registry of the Securities Market.

Article 2.- To order the dissemination of this resolution on the Securities Market Portal of the Superintendency of the Securities Market (www.gob.pe/smv).

Article 3.- To transcribe this resolution to Administradora Prime S.A.; to Grupo Coril Sociedad Titulizadora S.A; to BBVA Sociedad Titulizadora S.A.; to Banco BBVA Perú, in its capacity as structuring entity; to BBVA Sociedad Agente de Bolsa S.A., in its capacity as placement entity; to the Bolsa de Valores de Lima S.A.; and, to Cavali S.A. ICLV.

Register, communicate and publish.

Signed by: MANCO MANCO Armando FAU
Reason:

Armando Manco Manco
General Intendant
General Intendancy of Prudential Supervision